Exhibit 10.13

      

      

    

    SECOND AMENDMENT TO THE 

      RAIL LINE EASEMENT AGREEMENT

     

    THIS SECOND AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Second Amendment”) is made by and among the CITY OF
      ORLANDO, a municipal corporation created by and existing under the laws of the State of Florida, whose address is P.O. Box 4990, 400 S. Orange Avenue, Orlando, Florida 32802-4990 (the “City”) and THE GREATER ORLANDO AVIATION AUTHORITY, a public and
      governmental body created as an agency of the City, existing under and by virtue of the laws of the State of Florida, whose mailing address is One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399 (the “Authority”), and ALL ABOARD FLORIDA –
      OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, whose mailing address is 2855 LeJeune Road, 4th Floor, Coral Gables,
      Florida 33134 (“Rail Company”).

     

    WITNESSETH:

     

    WHEREAS, City, Authority and Rail Company entered into that certain Rail Line
      Easement Agreement with an effective date of January 22, 2014 (the “Agreement”) and that certain First Amendment To The Rail Line Easement Agreement with an effective date of September 25, 2014 (the “First Amendment”); and

     

    WHEREAS, pursuant to an agreement dated September 27, 1976, as amended, with the
      City, City Document Number 13260-1, the Authority controls, operates, and maintains an airport in Orange County, State of Florida, known as Orlando International Airport (hereinafter referred to as the “Airport”); and

     

    WHEREAS, the parties desire to amend the Agreement to extend the Escrow Term (as
      defined in the Agreement) and amend other terms to reflect changes to the Rail Project resulting from continued coordination and design efforts.

     

    NOW THEREFORE, for and in consideration of the mutual covenants and agreements
      herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged, the parties hereto covenant and agree as follows:

     

    1.          Recitals. The foregoing recitals are true and correct and are hereby incorporated as covenants and agreements and are made a part hereof.

     

    2.          Definitions. Capitalized terms shall have the meaning ascribed to them in the Agreement unless modified herein.

     

    3.          Definitions. Paragraph 2 qq. is hereby deleted
        and replaced with the following:

     

    Temporary
          Construction License means that certain nonexclusive, non-perpetual license to be executed by the Authority upon satisfaction of the Escrow Conditions for a period set forth in the Temporary Construction License.

    
      1

      
        

      

    

     

    4.          Rail Company Infrastructure Improvements. Paragraph 5(b)(i) under the paragraph entitled Rail Company Infrastructure Improvements is deleted in its entirety and replaced with the following:

     

    i.           Rail Company, at its sole cost and expense, shall obtain a Rail Corridor engineering study to address the above infrastructure (the “Rail Corridor Study”). The Rail Corridor Study shall be comprised of conceptual
      design plans and infrastructure Improvements Matrix for the Rail Corridor (the “Matrix”), which together will provide the scope of work to be completed for the entire Rail Corridor including both the infrastructure Improvements, the Critical Rail
      Corridor Improvements and the incremental/proportionate portion of the Critical Rail Corridor Improvements attributable to future rail use. The Authority shall provide an outline of the Matrix to AAF by September 30, 2014. The Matrix shall be jointly
      developed by AAF and the Authority to address the scope of work for the incremental/proportionate work for that portion of the design and construction that allows for future rail service or otherwise for the Authority’s benefit and to address other
      specifics such as maintenance and coordination of construction. A construction cost estimate based on the Critical Rail Corridor Study shall be provided to the Authority that details the costs for the portion of the Critical Rail Corridor
      Improvements being constructed by Rail Company for the Authority’s benefit to allow future rail use or otherwise for the Authority’s benefit (the “Critical Rail Corridor Construction Costs”). Rail Company shall provide the Rail Corridor Construction
      Costs and the final Rail Corridor Study on or before December 31, 2014 for the Authority’s review and approval or disapproval in its reasonable discretion. If the Authority has not responded within forty-five (45) days after receipt of the Rail
      Corridor Study, then the Rail Corridor Study shall be deemed to be approved. If the Authority disapproves the Rail Corridor Study, the parties shall work together in good faith to finalize the scope of the Critical Rail Corridor Improvements and
      infrastructure Improvements as soon as reasonably practicable. The Authority, at no cost to Rail Company, may elect to engage a rail consultant to provide a peer review of the Rail Corridor Study.

     

    5.          Easements and License. Paragraph 5c. shall be amended by renaming it “Easements and License” and by replacing 5c.i. with the following:

     

    (i)           Temporary Construction License Upon satisfying the Escrow Conditions, Authority shall grant to Rail Company a Temporary Construction License. The form of the Temporary Construction License shall be as set forth in
      attached Exhibit “4”. The Temporary Construction License shall terminate on the earlier of: 1. The third anniversary of the recording of the Temporary Construction License in the event construction of Critical Rail Corridor Improvements or
      Improvements has not commenced, or 2. On the sixth anniversary of recording of the Temporary Construction License in the event either the Critical Rail Corridor Improvements or the Improvements have not achieved Substantial Completion (subject to
      Force Majeure Events), or 3. On the recordation of the Rail Line Easement.

     

    
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    6.          Paragraph 5c.ii. Paragraph 5c.ii. is hereby amended to delete “TWELVE MILLION NINE HUNDRED NINETY THOUSAND
      DOLLARS AND NO/lOO ($12,990,000.00)” and replace it with “TWELVE MILLION FIVE HUNDRED FORTY NINE THOUSAND DOLLARS AND NO/lOO ($12,549,000).”

     

    7.          Paragraph
          6 b. under the paragraph entitled Closing Procedures of the Agreement is deleted in its entirety and replaced with the following:

     

    b.       The conditions to be satisfied in order to release the escrow documents
      are set forth in Exhibit “11” hereto (the “Escrow Conditions”). Closing Agent shall hold all Escrow Documents in escrow from the date hereof until the earlier of the following dates (the “Escrow Term”): (i) the satisfaction or waiver (any such waiver
      to be in the sole discretion of the waiving party) of the Escrow Conditions or (ii) November 1, 2015, as such date may be amended by the parties in writing (the “Escrow Termination Date”). The Authority’s Executive Director is authorized to extend the Escrow Termination Date one time subsequent to November 1, 2015, until December
      31, 2015.

     

    8.          Exhibit 11 - Escrow Release Conditions. “Exhibit
        11” shall be amended by deleting item 7 and replacing it with the following:

     

    (7)     Rail Company has received a Final Environmental Impact Statement
      providing final agency action allowing for the related permits to be issued for the Rail Project.

     

    9.          Modification. Except as expressly amended and supplemented in the First Amendment, and this Second Amendment all other terms of the
        Agreement shall remain in full force and effect as originally executed.

     

    [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

    
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    IN
        WITNESS WHEREOF,the parties hereto have each caused this First Amendment to be executed by its authorized representative on the date so indicated below.

     

    
      	
              “GOAA”

            	 	 	 	 
	 	 	 		GREATER ORLANDO AVIATION AUTHORITY 
	
              ATTEST:

            	 	 	 	 	 
	 	 	
              By:

            	
              /s/ Phillip N. Brown

            	 
	
              /s/ Dayci S. Burnette-Snyder

            	 	 	
              Phillip N. Brown, A.A.E.,

            	 
	
              Dayci S. Burnette-Snyder,

            	 	 	
              Executive Director

            	 
	
              Assistant Secretary

            	 	 	 	 
	
              Date: 10/28, 2015

            	 	 	 	 


    

     

    
      APPROVED AS TO FORM AND LEGALITY this 27th day of October, 2015, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.

       

    

    
      	 	 	
              Marchena and Graham, P.A., Counsel.

            
	 	 	 
	 	 	 	
              By:

            	
              /s/ Marchena and Graham, P.A.

            	 
	 	 	 	 	
              Marchena and Graham, P.A.

            	 


    

     

    STATE OF FLORIDA

      COUNTY OF ORANGE

     

    Before me, the undersigned authority, duly authorized under the laws of the State of Florida to take acknowledgments,
      this day personally appeared Phillip Brown and Dayci S Burnette-Snyder respectively Executive Director and Deputy Director of the Greater Orlando Aviation Authority, who are personally known to me to be the individuals and officers described in and
      who executed the foregoing instrument on behalf of said Greater Orlando Aviation Authority, and severally acknowledged the execution thereof to be then free act and deed as such officers and that they were duly authorized so to do.

     

    In witness whereof, I have hereunto set my hand and official seal at Orlando, in the County of Orange, State of Florida,
      this 28 day of October, 2015.

     

    
      	 	 	
              /s/ Alba L. Bueno

            	 
	
              My commission expires:

            	 	
              Notary Public

            	 
	 	 	 	 
	 	 	
              Notary Public

              State of Florida

            	
              ALBA L. BUENO

              Notary Public - State of Florida

              Commission # FF 901067

              My Comm. Expires Jul 19, 2019

              Bonded Through National Notary Assn.

            


      

    

    
      4

      
        

      

    

    
      	 	 	 	 	 	 	 	 
	 	
               

            	
               

            	
               

            	
              ALL ABOARD FLORIDA – OPERATIONS LLC

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              ATTEST:

            	/s/ Juan Godoy	
               

            	
              By:

            	
              /s/ Kolleen Cobb

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Printed Name:

            	
               Juan Godoy

            	
               

            	
              Printed Name:

            	
              Kolleen Cobb

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Title:

            	Asst. Secretary  	
               

            	
              Title:

            	Vice President
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
              Date: October 23, 2015

            


    

     

    
      	
              TWO WITNESSES:

            	 
	 	 
	
               /s/ Carla Erand

            	 
	
              Printed Name:

            	
               Carla Erand

            	 
	 	 	 
	
              /s/ Jessica  Alvarez

            	 
	
              Printed Name:

            	
               Jessica  Alvarez

            	 


    

     

    STATE OF FLORIDA              )

    
      COUNTY OF
        MIAMI-DADE )

       

      The foregoing instrument was acknowledged before me this 23rd
        day of  October, 2015, by Kolleen Cobb, as Vice
          President of All Aboard Florida – Operations LLC, a Delaware limited liability company, on behalf of the limited liability company. He/She is personally known to me or produced a valid driver’s license as identification.

       

      
        	 	
                JESSICA ALVAREZ

              	 	 	 
	
                NOTARY PUBLIC

              	
                MY COMMISSION # FF 030333

              	 	
                /s/ Jessica Alvarez

              
	
                STATE OF FLORIDA

              	
                EXPIRES: October 23, 2017

              	 	
                Notary Public

              
	 	
                Bonded Thru Notary Public Underwriters

              	 	
                Print name:

              	 
	 	 	 	 	 
	
                My commission expires:

              	 	 	 


      

       

      
        5

        
          

        

      

      
      
        	 	 	 	 	 	 	 
	 	 	 	 	
                CITY OF ORLANDO, FLORIDA, a Florida municipal corporation

              
	 
                ATTEST:

              	 	 	 	 
	
                By:

              	
                /s/ Celeste T. Brown

              	 	
                By:

              	 /s/ Jim Gray
	
                Printed Name:

              	
                Celeste T. Brown

              	 	
                Printed Name:

              	
                 Jim Gray

              
	
                Title:

              	
                City Clerk

              	 	
                Title:

              	
                Mayor Pro Tem

              
	 	 	 	 	 	 	 
	
                [Official Seal]

              	 	
                Date:

              	
                10/26/2015

              


      

    

  

   

  
    	 	
            APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE  CITY OF ORLANDO, ONLY, THIS 30 DAY OF Oct, 2015.

          
	  


  

  
    	 	 	 	 
	 	
            By:

          	
            /s/ Roy Payne

          
	  	
            Title:

          	Chief Asst. City Attorney
	 	
            Printed Name:

          	
            Roy Payne

          


  

   

   

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